How to register a company in Romania?

In order to register a company in Romania, you need to choose the type of company form you want to incorporate, to prepare the necessary documents and to submit the application to the Romanian Trade Registry. Most common forms of companies in Romania are the Limited Liability Company (LLC), Joint Stock Company (SA) and sole trader (PFA).

How long does it take to open a company in Romania?

The company formation in Romania process will take 2 working days, since the date the incorporation application is submitted to the Romanian Trade Registry.

What is the main advantage to open a company in Romania?

One of the lowest taxation in EU: 1% turnover tax for the companies whose turnover does not exceed EUR 60,000 and have at least one employee or 3% turnover tax if the companies has a revenue exceeding EUR 60,000 or the companies is engaged in some specific activities.

Can I start a company in Romania as a foreigner?

Foreign citizens and legal persons can quickly and easily incorporate their own company in Romania, without any restrictions. There is no need for a Romanian shareholder and director

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03 septembrie 2023

5 steps for setting up a company in Romania

| Start a business in Romania as a foreigner | Company formation in Romania | Setting up a company in Romania | company Registration in Romania | Company incorporation in Romania | Register company in Romania |

The first thing you need to do for starting a business in Romania is the incorporation of your company with the Romanian Trade Registry. To do it are needed 5 main steps, as follows:

1. Deciding on the type of company you want to set up

For most of the investors and entrepreneurs, the optimum decision is the limited liability company, LLC (in Romanian: SRL - societate cu răspundere limitată).

The main advantages of setting up a limited liability company in Romania are:

the shareholders' liability is limited;
it is not needed a certification for the shareholders or directors, as it is needed in case of sole authorized person (PFA);
the shareholders and directors may be both Romanian citizens or foreigners; there is no citizenship or residency requirements in order to register a limited liability company in Romania;
low taxes. You may see more here about the advantages on setting up a limited liability company in Romania;
low incorporation taxes;
unlimited choice of CAEN business activities codes, unlikely the sole authorized person (PFA) where you can register only 5 CAEN codes.

Or, you may decide also on a joint stock company (SA) - usually incorporated when there are more than 50 shareholders or even to sole authorized person (PFA) instead of a limited liability company, but on the latest one it has higher taxes than the LLC and no limitations on the shareholder liability.

2. Choosing and reserving the company name

This prior proceeding will be done at the Trade Registry, where we check the availability of your company name and reserve it.

In this respect, we will need at least 3 or even more name proposals for your future Romanian company, in the preferred order, to verify the availability at the Trade Registry. The company name has to be as authentic as possible, in order to avoid confusions and similarities with other already registered companies. Preferably, it should consist of two words.

As soon as we receive the name proposals, we will search and obtain the name reservation from the Trade Registry to ensure that it is no longer reserved by other persons.

3. Preparing the company incorporation file

The company incorporation file calls for multiple mandatory documents, some of them we obtain directly from you (like identity documents) and the rest of them we draft and prepare for you.

The company file is quite extensive and should contain, amongst others: the company bylaws (constitutive deed), official statements from the company founders and directors, the proof of company headquarter (if you don’t have a place for company headquarter, we can help you with setting up a virtual headquarter at our law firm office), the specimen of the company's director signature and the statement about the company's ultimate beneficial owners (UBO).

Most of the documents may be drafted by us as your lawyers, such as company constitutive deed and headquarter agreement. But for others, like the specimen of signature and statements we will need your signature on the document

4. Submitting the incorporation file to the Romanian Trade Registry

And last but not least, the next step for setting up the company in Romania is submitting the file to the Trade Registry.

Once we have drafted your company incorporation file and submitted it with the Trade Registry, your company should normally be registered in 3 working days.

5. Obtaining the original of your company identity documents from the Romanian Trade Registry

The last operation of the whole process ends by issuance of a incorporation certificate by the Trade Registry. This official document provides your company registration identification number for both Trade Registry and the tax purposes. The incorporation certificate contains also the license of performing the commercial activities (CAEN codes) starting from the date of the company registration with the Romanian Trade Registry.

Do you need additional information or you want our help with setting up your company?

Do not hesitate to contact us at tudor@roadvocacy.ro or by calling at +40 723 77 37 59 or use the contact form on our website at www.roadvocacy.ro.

The blog of the Romanian lawyer

The Lawyer's corner is nothing else but a legal blog dedicated only for entrepreneurs and investors in Romania

Weekly usefull posts about the investors' first steps in Romania, from the perspective of practicing business law, servicing our clients' needs and litigation, written and published by a Romanian litigation lawyer with over 15 years experience